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DEAL STRUCTURING AND SYNDICATION ESSENTIALS

DEAL STRUCTURING AND SYNDICATION ESSENTIALS. PANEL OVERVIEW. Why invest in housing tax credits? Common investment structures Key business terms and investor protections Recapture Basics Syndicator/direct investor perspectives Important investor due diligence/underwriting issues

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DEAL STRUCTURING AND SYNDICATION ESSENTIALS

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  1. DEAL STRUCTURING AND SYNDICATION ESSENTIALS

  2. PANEL OVERVIEW • Why invest in housing tax credits? • Common investment structures • Key business terms and investor protections • Recapture Basics • Syndicator/direct investor perspectives • Important investor due diligence/underwriting issues • Investor trends/status of equity markets • Questions

  3. Why Invest in Affordable HousingTax Credits? • Tax Benefits • Economic Benefits • Social Benefits • Geographic Flexibility

  4. Why Invest in Affordable HousingTax Credits: Tax Benefits • Predictable 10-Year Credit Stream Based on the Cost of Constructing or Rehabilitating Residential Rental Housing • Depreciation Losses • One Year Carry Back; Twenty-Year Carry Forward • Credits Can Offset Alternative Minimum Tax for Buildings Placed in Service After 12/31/07, and for Rehabilitation Expenditures Incurred After 12/31/07

  5. Why Invest in Affordable HousingTax Credits: Other Benefits • Potential Economic Benefits: • Cash Flow and Sale/Refinancing Sharing (But Not Generally Underwritten) • Asset Management Fee Revenue • Social Benefits: • Community Reinvestment Act (“CRA”) Qualification • Shareholder Relations • Social Responsibility • Some Projects May Qualify as Green Investments

  6. Why Invest in Affordable HousingTax Credits: Other Benefits • Geographic Flexibility: • Can Provide Geographic Diversification • Can Target for Local Priorities and Visibility

  7. Common Investment Structures • Direct Investment: Investment Directly into the Project Partnership which Is the Owner of the Housing Development • Propriety Investment: Investment Through a Fund Managed by a Syndicator Without Other Investors for a Particular Housing Development • Multi-Investor Investment: Investment through a Fund Managed by a Syndicator with Other Investors for a Particular Housing Development • Secondary Investment: Purchased During the 10-Year Credit Period from Original Investor • Guaranteed Investment: Certain Sponsors May Guarantee a Specific Yield and/or Against Specific Investment Risks

  8. Direct Investment Structure Local GP Corporation ABC Developer OperatingPartnership

  9. Syndication Structure (Proprietary Investment) Syndicator GP Corporation ABC$$$ Local GP InvestmentPartnership LP Developer OperatingPartnership

  10. Syndication Structure (Multi-Investor) Syndicator GP Corp A Corp B Corp C Corp D Local GP InvestmentPartnership LP Developer OperatingPartnership

  11. Structuring Tax Credit Investments: Key Business Terms and Investor Risks/Protections

  12. Overview of Major Investment Risks • Tax: Recapture of a Portion of Previously-Allocated Credits and Future Credits for Projects that Do Not Comply with Income, Rent and Other Project Restrictions During the Initial Fifteen-Year Compliance Period • Construction and Lease-up: Units Must Be Completed and Rented to Qualifying Tenants to Receive Credits • Operational: Loss of Property Through Foreclosure Would Result in Similar Recapture and Loss of Future Credits • Sponsor Risk: Weak or Overextended Sponsor

  13. Key Business Terms • Projects Owned by Limited Partnership or Limited Liability Company • Limited Partner Generally Receives 99.99% of Tax Credits, Depreciation, Losses and Profits • Limited Partner Makes Capital Contributions in Multiple Installments (Generally 4 or 5), Based on Negotiated Development, Financing and Performance Benchmarks • General Partner Guarantees Completion/Stabilization, Amount and Timing of Credits, and Funding of Deficits • Investor Protections (Removal/Repurchase/Adjusters)

  14. Structuring Tax Credit Investments:Key Investor Protections • Tax Credit Adjusters • Eligible Basis Adjuster • Timing Adjuster • Compliance Adjuster • Construction Completion/Stabilization Guaranty • Operating Deficit Funding Guaranty • Removal of General Partner/Admission of Additional General Partner • Removal of Management Agent

  15. Structuring Tax Credit Investments:Key Investor Protections (cont’d) • Reporting Requirements/Removal of Accountants • Repurchase of Investor Interest • Removal of General Contractor • Operating/Replacement Reserves • Personal Guarantees

  16. RECAPTURE 101

  17. Recapture • Recapture for Non-Compliance: • Accelerated Portion of Credit Recaptured (1/3 of Credit First 10 Years, Decreasing Through Year 15) • If Minimum Set-Aside Fails, All Accelerated Credits Recaptured • Otherwise, Unit-by-Unit (Extent of Decrease in Qualified Basis) • Full Recapture on Transfer of Project or Interest Therein • De Minimis (1/3 Ownership) Exception

  18. Calculating Recapture Cost • Recapture Tax (Up to 1/3 of Credits Previously Claimed) • Additional Interest Charge • No Right to Receive Future Tax Credits

  19. Avoiding Recapture • Recapture May be Avoided Upon the Disposition of a Building (or Interest Therein) if: • A Taxpayer Reasonably Expects the Building to Remain Low Income and in Compliance with LIHTC Program, and • Taxpayer Agrees to Extend Period for the Statute of Limitations for Three Years Following Taxpayer’s Notification to the Treasury that a Recapture Event has Occurred

  20. UNDERSTANDING THE SYNDICATOR/DIRECT INVESTOR PERSPECTIVE

  21. Important structuring/underwriting issues • Assessing the market and determining realistic rents • Underwriting operating expenses • Section 8 Rental assistance and Re-tenanting issues • Underwriting sponsor reputation/experience/financial strength • Determining appropriate replacement, operating and lease-up reserves • Capital accounts, depreciation and related party debt • Structuring deferred development fees • Permanent debt terms and required DSCR • Insurance issues • Construction review • Environmental issues

  22. INVESTOR TRENDS/EQUITY MARKET • Overview of Investor Issues in 2014 • Is the pool of investors changing? Are we seeing more/fewer CRA driven investors? How about purely economic investors? • Where are yields today? How is that affecting non-CRA investors? • Will 2014 see more multi-investor funds, proprietary funds? What are some of the challenges for syndicators assembling national multi-investor funds? • What are the pros/cons to investing in tax-exempt bond deals? Do you prefer acquisition/rehab transactions or new construction? • What unique challenges and opportunities do banks face as tax credit investors/lenders? • Have you seen more preservation deals in 2013/2014? What are some of the unique underwriting challenges with preservation deals?

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